Mr. Chien Huang reports
PROXY ADVISOR GLASS, LEWIS & CO., RECOMMENDS TITAN SHAREHOLDERS VOTE FOR THE AMALGAMATION BETWEEN TITAN AND CONAVI
A second independent proxy advisor, Glass Lewis, has recommended that Titan Medical Inc.'s clients vote their shares for the proposed amalgamation with Conavi Medical Inc. at the annual general and special meeting of Titan to be held on Sept. 30, 2024.
Glass Lewis is the second leading independent proxy advisory firm to recommend shareholders vote for the amalgamation, following the previously announced recommendation from Institutional Shareholder Services (ISS).
In reaching its recommendation that shareholders vote for the amalgamation Glass Lewis stated in its report:
"Placed in context with contemporaneous operational and financial obstacles discussed in the company's circular, we believe Titan undertook a fairly thorough process involving, among other things, an active solicitation effort, public disclosure of the results of that effort, subsequent licensing and asset sale efforts and the termination of certain executives and halting of expenditures related to the company's robotic-assisted surgical platform in order to preserve liquidity. Following a pivot to an IP licensing company in June, 2023, the company announced it would be pursuing certain transactional alternatives with counterparties focused on biotech, medtech or another life sciences technology-based business. As part of this effort, Conavi was ultimately identified as the most compelling transactional counterparty and an agreement between the two firms was publicly disclosed on March 18, 2024. To date and to the best of our knowledge, no alternatives to the current agreement have emerged.
"In particular, we note continuing shareholders will retain ongoing exposure to a restructured issuer with a prospectively viable technology and, in this instance, additional financial resources between $7.5-million and $20-million. We believe there exists at least reasonable cause to conclude this is likely to represent a superior outcome relative to maintenance of the status quo. We further note Titan has received a favourable fairness opinion from Raymond James in connection with the proposed transaction.
"These endorsements from both ISS and Glass Lewis underscore and provide another independent validation of the strategic value and financial benefits of the proposed amalgamation to Titan shareholders," said Paul Cataford, Titan's interim chief executive officer and board chairman. "It is imperative that all shareholders vote their shares immediately as we close in on the proxy deadline. It would be disappointing for the outcome of all shareholders of Titan to be determined by a small number of shareholders who took the time to vote."
Vote today
Do not delay. Your vote matters no matter how many shares you own. Please vote by Sept. 26, 2024, at 4 p.m. ET.
Shareholder questions and assistance.
Shareholders are reminded to attend the shareholder question and answer session, scheduled for this afternoon.
Shareholders who have any questions about the meeting, or require assistance with voting, may contact Shorecrest Group by telephone at 1-888-637-5789 or 1-647-931-7454 (Bankers and brokers/collect calls outside North America) or by e-mail.
About Titan Medical
Inc.
Titan Medical, a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ont., has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property.
We seek Safe Harbor.
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